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BUSINESS ASSISTANCE PARTNERSHIP AGREEMENT (5) , '. I ~,. " BUSINESS ASSISTANCE PARTNERSHIP AGREEMENT THIS BUSINESS ASSISTANCE PROGRAM AGREEMENT is made and entered into as of ~ day of :5lA.~to-2008 by and between the GREATER CLEARWATER CHAMBER OF COMMERCE, Inc., a Florida nonprofit corporation, (hereinafter the "Chamber"), the CHAMBER BUSINESS ASSISTANCE CORPORATION, a Florida nonprofit corporation ("CBAC"), CITY OF CLEARWATER, a Florida municipality (hereinafter the "City"), and PINELLAS COUNTY, a political subdivision of the State of Florida (hereinafter the "County"). WITNESSETH: WHEREAS, the County Department of Economic Development administers the Business Assistance Partnership Program ("Program"), which provides Business Assistance Specialists in local communities to provide technical assistance, information, and access to organizations and programs for businesses, including business start-ups, expansions, relocations, and exporting products; and WHEREAS, the CBAC is sponsored by and affiliated with the Chamber, in that capacity provides the business assistance services as set forth, to add the CBAC asa party bound by the terms, covenants ,and provisions as provided herein; and WHEREAS, the parties hereto desire to enter into this agreement to establish the Program within the Chamber and the City, pursuant to the terms and conditions provided herein. NOW THEREFORE, in consideration of the mutual promises and benefits promised by each party to the other parties to this Agreement, the sufficiency of which is acknowledged, the parties hereto agree as follows: 1. Purpose. The purpose of this Agreement is to accomplish the Strategic Goals of a Business Assistance Program in and for the City of Clearwater area business community participating with the Chamber during the term herein including extensions. The goals of the Business Assistance Program are: a. To identify businesses "at risk" due to threatened failure or relocation out ofthe City's business community, and to identify growth-postured businesses within the Clearwater area business community; b. To isolate the needs of such businesses and assist in their efforts to prosper and grow; c. To identify problems common to the business community as a Page 1 of5 .' whole, and lead to efforts to solve them; and d. To collaborate with other business assistance personnel within the City and County. 2. Oblie:ations of the Chamber/ CHACo In order to accomplish the Strategic Goals, the Chamber/ CBAC agrees that it shall, in coordination with the City and the Economic Development Department of the County: a. Implement each of the components of the Business Assistance Program which include: (i) The Business Assistance Monitoring Survey; (ii) Leadership Initiative Visits; (iii) Proactive Nurturing; (iv) Identifying growth postured businesses in Clearwater and coordinate with City and County to use all available resources to promote, facilitate and enable growth; (v) Isolating the needs of such businesses and assist in their efforts to prosper and grow in Clearwater while working with the City and the County to determine the best resolution to those needs; (vi) Creation of an Early Warning System of Economic and Workforce Needs (via mass communication); (vii) Identifying problems common to the business community as a whole and lead efforts to solve them in coordination with City and County counterparts. (viii) Coordinating with the Business Resource Center at the Clearwater Library, Chamber and County; (ix) Provide the City and County in-kind membership to the Chamber at the government level. (x) Annually produce at least four business assistance seminars for small businesses with one of the identified centers; (xi) Providing a booth for the County at Chamber trade shows; and Page 2 of5 (xii) Including a workforce /economic development tip in the Chamber Newsletter. b. Provide to the City and County a detailed report identifying the businesses that have been identified as part of the program, a summary and brief analysis of the responses to the business monitoring interview/survey questionnaire, and any interview/in- field visits to businesses in connection therewith. The report shall be provided at least on a monthly basis to the City Manager of the City and to the Business Assistance Manager of the County, or to such other officer or employee as the City or County may designate. c. Provide to the City and the County a year-end report on the Business Assistance Program describing all efforts relating to business assistance issues, and include a complete history of assistance to businesses under the Program. The report shall be due no later than September 15th, and shall be provided to the City Manager of the City and to the Business Assistance Manager of the County, or to such other officer or employee as the City or County may direct. d. Provide to the City and to the County a detailed budget prior to October 1 st of each year and a report of actual expenses no later than 30 days after the conclusion ofthe budget year. 3. Proeram Fundine. The total budget for the Program term commencing on April 1, 2008 shall not exceed $30,000.00, to be funded as follows: a. The County and the City shall each pay to the Chamber during the Program term the sum of not to exceed $10,000.00, payable in equal payments of $5,000.00 per quarter for each quarter that the Chamber provides Program services a defined herein. In the event that the Chamber does not provide program services for the full quarter, the quarterly payment shall be prorated for the period of time that Program services are provided. b. The Chamber shall contribute the sum of not to exceed $10,000.00 for the Program term, as the Chamber's share of the Program from its own funding sources. c. The total budget and the payments due from the parties hereto for each one (1) year extension authorized in Section 4 herein shall be as determined in the written extension agreement approved by the parties hereto. Page 3 of5 '; 4. Effective Date - Term. This agreement shall take effect as of April I , 2008 and terminate on September 30, 2008, unless terminated or as provided herein. The Agreement may be extended for up to ten (10) successive one-year terms by written agreement of the parties, as long as the current Chamber structure remains the same, and the Chamber notifies the City and the County no later that September I st of each year its request to extend the Agreement. 5. Cancellation Provision. a. The City of Clearwater and Pinellas County reserve the right to cancel this Contract, without cause, by giving thirty (30) days prior written notice to the Chamber of the cancellation hereof, or with cause if at any time the Chamber fails to fulfill or abide by any of the terms or conditions specified herein. b. In addition, in the event that sufficient budgeted funds are not available for a new fiscal period, the City or the County shall notify the Chamber of such occurrence, and the Agreement shall terminate on the last day of the following month without penalty or expense to the City or the County. 6. Indemnification. The Chamber shall indemnify, pay the cost of defense, including attorney's fees, and hold harmless the City and the County from all suits, actions or claims of any character brought on account of any injuries or damages received or sustained by any person, persons or property by or from the said Chamber, or on account of any act or omission, neglect or misconduct of the said Chamber, or by, or on account of, any claim or amounts recovered under the "Workers' Compensation Law," or of any other laws, by-laws, ordinance, order or decree, except only such injury or damage as shall have been occasioned by the sole negligence of the City or the County, whichever may be held negligent. 7. Audit. The Chamber shall retain all financial records relating to this Agreement for a period of at least five (5) years after final payment is made. All records shall be kept in such a way as will permit their inspection pursuant to Chapter 119, Florida Statutes. In addition, the City and the County reserves the right to audit such records. 8. Relationship. The Chamber is an independent contractor performing a service for the City and the County; the Chamber is not an agent of the City or the County; and this Agreement does not constitute a joint venture between the parties. <SIGNATURE PAGE FOLLOWS> Page 4 of 5 '. .'" IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set out above. GREATER CLEARWATER CHAMBER OF COMMERCE, INC. d/b/a Clearwater Regional Chamber of Commerce By: Print: ;{eVJh (). bortMnA By: Print: CIT~~ARWATER By: ~--:rt: City Manager Print: W~\\\~ eh ~ffi-t.-n:. APPROVED AS TO FORM: Print: PINELLAS COUNTY, FLORIDA by and through the County Administrator APPROVED AS TO FORM: OFFICE OF COUNTY ATTORNEY CITY OF CLEARWATER Page 5 of5